Bylaws of the Asia and Oceania Association of the ICMIF
Established on 9 October 1984
Amended on 27 November 1990
Amended on 13 September 1993
Amended on 15 September 1995
Amended on 23 October 1997
Amended on 4 September 1999
Amended on 17 November 2005
Amended on 27 September 2007
Amended on 7 November 2013
Amended on 8 October 2015
Amended on 18 October 2017
Amended on 14 November 2019
Amended on 22 December 2020

Article 1 (Name of the Association)
The name of this Association shall be the Asia and Oceania Association, hereinafterreferred to as “the Association”, of the International Co-operative and Mutual
Insurance Federation (ICMIF).

Article 2 (Purpose)
The purposes of this Association are:
1to promote the cooperative insurance movement in Asia and Oceania.

2

to provide opportunities for the members to express their opinions on theactivities of the ICMIF.

3

to promote friendship and greater opportunities for interchanges amongmembers.

4

to offer opportunities for discussion in order to solve common problems among
the members.

Article 3 (Membership)(1) The membership of this Association shall be composed of organizations which are
qualified as full members or associate members of the ICMIF in Asia-Oceania.
(2) The term "Asia" includes all countries in Asia, while "Oceania" refers to Australia,
New Zealand, and the Pacific island countries.
(3) The status of member organizations in this Association will be the same as theirrespective status in the ICMIF.
(4) Any member organization shall lose its membership qualification of the Association
if it loses the ICMIF membership qualification.

Article 4 (Membership Fee)
(1) Each member shall pay an annual membership fee which shall be due in March ofeach year. The annual membership fee shall be in the proportion of two onemillionths of the annual gross insurance premium income for the base year,
converted to a currency designated by the Secretariat at the end of that year,
however, the maximum annual membership fee shall be the equivalent of¥2,600,000 and the minimum annual membership fee shall be the equivalent of¥5,000. Associate member organizations shall pay the minimum annualmembership fee.
(2) The base year is the member organizations’ financial year which ended during thecalendar year two years before the year for which fees are due.
(3) Annual membership fees must be paid in a currency designated by the Secretariat
to an account designated by the Secretariat at the time the fees are collected.
(4) User fees for optional services provided by the Association may also be charged.
(5) The Secretariat prescribed in paragraph (1) and (3) includes the Secretariat of theICMIF in addition to the Secretariat of the Association.

Article 5 (Working Language)
English and Japanese shall be the official working languages.

Article 6 (General Meetings)(1) The General Meetings of the Association refer to the General Meetings andExtraordinary General Meetings.
(2) In principle, General Meetings of the Association are to be held in line with theholding of ICMIF General Meetings more than once every two calendar years.

Article 7 (General Meeting agendas)
Agendas of General Meetings shall be as follows.
1

Receive the minutes of the previous General Meeting, and if necessary adopt
measures to deal with them2

Receive Board of Directors reports on Association activities, and if necessary
adopt measures regarding their contents

3

Receive audited Association financial statements, and if necessary adopt
measures regarding their contents

4Consider and decide on proposals presented by the Board of Directors

5Elect directors to serve until the next General Meeting

6

Other business

Article 8 (Additional General Meeting agendas)(1) Full members can request additional General Meeting agenda items.
(2) The request prescribed in paragraph (1) must include the signatures ofrepresentatives of at least one-tenth of full members or their authentic substitutes(limited to full-time officers or upper level managerial personnel).
(3) The request prescribed in paragraph (1) and (2) must be made in writing, stating
the agenda items, and must be submitted to the Secretariat at least 60 days prior tothe convening date of the relevant General Meeting.

Article 9 (Extraordinary General Meeting)(1) Extraordinary General Meetings are called during the period until the next General
Meeting is held by the Chair in the following cases:
1

When the Chair deems it necessary

2

When a request for convening such a meeting is made in writing and signed by
the representatives of at least one-third of full members or their authentic
substitutes (limited to full-time officers or upper level managerial personnel)(2) The request prescribed in item 2 of the preceding paragraph must be made inwriting and must be submitted to the Secretariat at least 60 days prior to theconvening date of the relevant General Meeting.

Article 10 (Quorum at General Meetings)
If in General Meetings of the Association at least a half of full members are notpresent, voting on proceedings cannot be conducted. In such a case, pursuant to theprovisions set forth in Article 12, full members who express their voting rights inwriting shall be deemed to be attendants.

Article 11 (Method of resolution at General Meetings and Chair)(1) Each full member shall have the right to one vote.
(2) In all Association meeting proceedings, voting shall be by a majority of full memberspresent and in the case of a tied vote, the Chair shall have the deciding vote.

(3) The Chair shall serve as the Chair of General Meetings.

Article 12 (Exercise of voting rights in writing at General Meetings)(1) Full members can exercise their voting rights in writing regarding the proceedingsof General Meetings.
(2) Full members who wish to exercise their voting rights in writing pursuant to theprovision set forth in the preceding paragraph must submit the Voting Rights
Exercise Form to the Secretariat at least seven days prior to the convening date of
the relevant General Meeting, stating their approval or disapproval, and therelevant form must be signed by representatives or their authentic substitutes(limited to full-time officers or upper level managerial personnel). Nevertheless, ifapproved by the Chair as a way to express approval or disapproval, the electronic
medium designated by the Secretariat may replace the Voting Rights Exercise
Form. In that case, no signature is required.

Article 13 (Directors)(1) The number of directors of the Association shall be not less than four and not morethan seven.
(2) The directors constitute the Board of Directors and elect one chair and two vicechairs from among themselves.

Article 14（Chair and vice-chairs）(1) The Chair shall handle the following matters:
1

Holding of General Meetings and the Board of Directors Meetings

2

Setting up of subcommittees necessary for carrying out the general affairs ofthe Association

3

Submission of the views of the Association on applications for membership ofAsia or Oceania cooperative insurers to the ICMIF

4All matters necessary for promotion of the Association's objectives(2) The vice-chairs assist the chair, and in an interim period when it is difficult for thechair to execute his/her duties, either one of the two vice-chairs shall serve as acting
chair until such time as a new chair is elected. In the event it becomes difficult for
the vice-chairs to execute their duties, one of the other directors shall function asacting vice chair until such time as new vice-chairs are elected. The Board ofDirectors shall appoint these acting representative persons.

Article 15（Election of the directors）(1) The directors are elected from among full member representatives or theirauthentic substitutes (limited to full-time officers or upper level managerialpersonnel) at General Meetings.
(2) No more than two directors from the same member, and no more than three fromthe same country, shall be elected.
(3) Efforts shall be made in consideration of fairness in selecting directors bygeographical area and size of organization.

Article 16（Candidacy for directors）(1) Candidacy for directors shall be accepted in either of the following cases:
1

If a full member organization nominates its representative or his/herauthentic substitutes (limited to full-time officers or upper level managerialpersonnel). In such a case, the candidacy document must be accompanied by
the signatures of representatives of full members or their authentic
substitutes (limited to full-time officers or upper level managerial personnel)

2

If the representatives of at least one-tenth of full members or their authentic
substitutes (limited to full-time officers or upper level managerial personnel)
append their signature to the candidacy document and nominate othermembers’ representatives or their authentic substitutes (limited to full-timeofficers or upper level managerial personnel)(2) The notification of the candidacy pursuant to the provisions set forth in thepreceding paragraph must be made to the Secretariat with a written explanation of
the reasons for nomination attached thereto at least 60 days prior to the convening
date of the relevant General Meeting.

Article 17（Directors’ Maximum Length of Service）(1) Directors’ terms of office shall extend from the General Meeting at which they areelected to the next General Meeting.
(2) In the event that the execution of duties by directors becomes difficult during theterm, replacement directors can be nominated by the Board of Directors to fill out
the term from the individual organizations from which the subject directors came.

Article 18 (General Powers of the Board of Directors)(1) Subject to the Bylaws of the Association and the scope of activities assigned by theresolution voted by the General Meeting, the operation and administration of theAssociation shall be delegated to the Board of Directors.
(2) The Board of Directors shall oversee operations of the Secretariat, and the Meetingsof the Board shall be convened as necessity arises, but not less than once eachcalendar year.

Article 19 (Quorum at the Board of Directors)
If in the meetings of the Board of Directors, at least a half of directors are notpresent, voting on proceedings cannot be conducted. In such a case, pursuant to theprovisions set forth in Article 21, directors who express their voting rights in writing
shall be deemed to be attendants.

Article 20 (Method of resolution at the Board of Directors and Chair)(1) Each director shall have the right to one vote.
(2) In all Board of Directors Meeting proceedings, voting shall be by a majority ofdirectors present and in the case of a tied vote, the Chair shall have the decidingvote.
(3) The Chair shall serve as the Chair of the meetings of the Board of Directors.

Article 21 (Exercise of voting rights in writing to the Board of Directors)(1) Directors can exercise their voting rights in writing regarding the proceedings ofmeetings of the Board of Directors.
(2) Directors who wish to exercise their voting rights in writing pursuant to theprovision set forth in the preceding paragraph must submit the Voting Rights
Exercise Form to the Secretariat at least one day prior to the convening date of therelevant Board of Directors Meeting, stating their approval or disapproval, and therelevant form must be signed by directors. Nevertheless, if approved by the Chair as
a way to express approval or disapproval, the electronic medium designated by theSecretariat may replace the Voting Rights Exercise Form. In that case, no signatureis required.

Article 22 (Secretariat)(1) The Board appoints the Secretariat and determines their duties andresponsibilities.
(2) The Secretariat shall be set up at one full member.

Article 23 (Audit)(1) The Association's accounting year shall be the calendar year. The Association'sfinancial statements shall be audited annually, and the audited statements
presented to the earliest General Meeting after the end of the accounting year.
(2) The Board of Directors shall select one auditor from among full member officers andworkers, not including the Secretariat. The auditor's term of office shall extend
until the Board selects the next auditor, but shall not exceed a total of six years.

Article 24 (Liquidation)
In the event the Association is dissolved, the surplus assets remaining after
repayment of all obligations and liquidation expenses shall be apportioned among fulland associate members as of the dissolution date. But the amount apportioned shall be
proportionate to the total membership fees paid by each member during the five years
prior to dissolution date.

Article 25 (Amendments)
The Bylaws of the Association shall be subject to alternations or repeal by a majority
vote of the full members present at any General Meeting at which a quorum is present.

(Supplementary provision)
These Amendments shall come into effect on the 23rd of December 2020.